MvCS: Let the Tournament begin!
by NitemareFenix
Summary: The Marvel, SNK and Capcom universes collide in the biggest tournament yet. But, not everything is as it seems, and for Jill Valentine and her team, this could very well be their last battle. Rated PG13 for minor language and violence.
1. Of invitations and new journeys

Disclaimer: I don't own any of the characters in this work of fiction. That honour belongs to Marvel, SNK or Capcom. Enjoy this regardless.

The sunlight glinted off the carkeys that hung in the home of one Jill Valentine, who was dashing around, trying to find all the things she needed. 

"Argh. I really need to be more organised. Who would've thought that finding a slip of paper would be so difficult?" 

The piece of paper in question was tucked into the pocket of her trousers, and she felt like an idiot when she'd seen its reflection in the mirror. 

"Okay, there's the invite...alright...Damn! Where'd I leave the carkeys?!"  
After a frantic search of her bedroom she'd found the keys hanging on the hook behind her curtains. She took the stairs two at a time and opened the door at the front of the small house that she'd rented after the final Umbrella incident, stopping only to grab her beret and shoulder pads from the coat-rack in the hall. 

"Think I've got everything...yep, let's go" 

She closed and locked the door and strode down the path towards her battered '94 Lumina, waving at the little girl that lived across the road as she opened the door and dropped into the seat. Sighing inwardly, she turned the keys in the ignition and set off towards the place mentioned on the invite she'd received a few weeks earlier. It was strange, she'd been invited last year and didn't really enjoy it, but she felt compelled to try her luck again and see if the dice rolled in her favour.

After about an hour of looking for the building she needed, she found it tucked away down a side street. After parking and making sure the car was actually safe from any would-be thieves, she checked the road and stepped across it, onto the pavement and through the large double doors that stood in front of her. It didn't look like much, but she'd learnt a long time ago that you should never judge a book by its cover. 

"Well Jilly, this is it" 

She took a few cautious steps over to the reception desk and was greeted by a small yellow and blue robot that had hopped onto the desk. 

"Greetings, welcome to the MvCS tournament registration center. Please state your name and present your invitation" 

Jill fumbled in her back pocket, then handed the small slip of paper to the 'bot. 

"Uh, Jill Valentine. I was in last year's tournament" 

The robot gave the paper a thorough check and handed it back to her  
"Alright Miss. Valentine, this seems to be in order. Please head through the blue door to your right and take a seat on the transport. It'll be leaving shortly" 

Jill nodded and pushed the door open, hardly containing a gasp as she stepped out of the slightly run-down office and onto a large gleaming silver platform. Several groups of people were already there, she could see Guile's distinctive hairstyle hovering above one of the crowds. But what really caught her attention was the transport. It was a huge train, but one she'd never seen before. A single metal rail ran underneath it and it seemed to be hovering a few inches above the "track".

"Well...there's no turning back now...this should be interesting..."  
And with that, Jill Valentine pushed open the door to one of the carriages and stepped through...


	2. It's good to have friends

Disclaimer: I don't own any of the characters in this work of fiction. I'm just using them to entertain and possibly parody.

The inside of the transport was not what Jill had expected. She'd imagined it to be the standard fare, fairly rigid seats, baggage compartments, all the things you'd normally find on a train. But this was the complete opposite. Plush carpet covered the entire floor of the carriage, and it seemed to be a lot bigger than it looked on the outside. Several large couches were dotted around and there were TV screens installed every few feet on each wall, with headphones so the viewer could listen without any disturbances. 

"Jill!" 

Jill turned to see one of her friends from the last tournament, Strider Hiryu, walking towards her with a grin on his face, the mask that usually covered it hanging loose around his neck. 

"Strider! I didn't know you'd be here" 

"I could say the same thing to you. Man, we have a bit of catching up to do, but I don't really want to stand up...how about we grab something to eat and then sit and chat for a while?" 

"Sounds good to me"

Strider led Jill over to a large cabinet filled with all manner of sandwiches, swiss rolls, cakes and anything else you could care to mention. Carefully lifting a bowl of nachos and some dip out of a container, he stood aside while Jill grabbed a couple of sandwiches and a large bottle of fresh water and then walked over to a corner of the carriage where there was a table and several comfy-looking leather chairs set up. 

"So, how's your life been after the last tourney?" 

"Pretty much the same as always, unless you count being chased by a 12 foot bio weapon whose vocabulary consisted of about 2 words" 

"Heh. Sounds like fun" 

"It wa-" 

Jill was cut off by a loud, guttural roar from the carriage behind the one they were in. 

"What was that?" 

"Don't worry, that carriage is where they're keeping the more violent ones.

Juggernaut's stasis tank is back there and from the sound of it Hauzer isn't too happy. I think I saw the Sentinel being loaded into storage near the back of that carriage as well" 

"Ah. Gotcha" 

"This is shaping up to be one hell of a tournament. The Marvel car is in front of this one and I think that new brand's is near the front as well. Hang on a second..."  
Strider stood up for a second and shouted in the direction of the carriage doors. 

"Hey, Hayato! Over here!" 

Jill's gaze followed Strider's towards the doors and she smiled as Hayato Kanzaki, one of her former team-mates, strode over and pulled up a chair next to them. 

"Hi guys" 

"Hayato, how're you doing man?" 

"Fine, and you look better than ever Hiryu, been doing much recently?" 

"Not really, just chatting with Jill about the incredibly stimulating story of her life" 

"Womaniser as always, eh Strider?" 

"Hayato, do me a favour. Button it"

The three friends chatted amicably for most of the trip, catching up on old stories, telling jokes, remembering the abomination known as Abyss from the last tournament and all the things people do when they haven't seen each other for ages. 

"Jill, you alright? You look tired." 

"Huh? Oh, yeah, I am...I was up since about 3AM this morning.." 

"I know what you mean; I've been wired about this for what seems like forever. I'd recommend we all get some sleep while we can, the transport won't be arriving for another few hours" 

"Thanks Strider, I might just do that"

And that having been said, Jill tipped her beret over her eyes, snuggled down into her chair and fell asleep as all activity in the cart gradually ceased as others did likewise, and the transport carried on regardless.


	3. Choosing the teams

Disclaimer: I don't own any of the characters in this work of fiction. I'm just using them to entertain and possibly parody.

Also, from now on, certain characters will speak certain words or phrases in Japanese, so I'll be sure to provide translations at the end.

Jill was woken up with a start when Strider poked her with the handle of his blade.

"C'mon sleepyhead, time to get up, we're here"

Standing up and stretching, Jill turned her head and glared at her long-time friend  
"You know, you could've just asked me to wake up instead of poking me"

"Yeah, I know. My way was more fun though"

"..."

Stepping out of the Mag-Lev train and onto the platform, Jill couldn't help but be amazed at what she saw. The platform had a glass floor and they seemed to be hovering miles above a brightly lit, bustling Metropolis. Several large neon lights directly below where they were standing spelled out "WELCOME MVCS COMBATANTS!" and from the look of things, the organiser must have a bank vault the size of Alaska because everywhere she looked there were glimmering lights, TV screens the size of her house and glistening fountains that seemed to be seeping with liquid gold. Her focus shifted to two droids that were standing at attention on either side of a large door, with a large banner proclaiming that every combatant must follow the arrow painted on it in order to be organised into teams.

"You thinking what I'm thinking Jill?"

"That the organiser seems to have a comfortable life?"

"Nope. That we're going to have to get a move on, everyone else is leaving already!"

Walking down the brightly lit metallic hallways, Jill wondered what she was getting herself into, and looking at Strider's face, he was thinking the same thing. Finally entering into a huge room, the two companions were met with the sight of at least 50 other people standing in rows, their gazes fixed firmly on a large screen set into the wall that currently displayed 20 empty brackets. Taking their places at the end of a row, Jill found herself between Strider and someone she didn't recognise, he was obviously from the new brand taking part in the tournament, his white-grey hair partly covering the sunglasses perched on the top of his nose. After a couple of minutes, a loud booming voice spoke through a loudspeaker mounted in the top corner of the room.

"Welcome combatants, to the next Marvel vs. Capcom tournament. You are all here at my invitation, and be aware that it _is_ within my power to rescind that invitation if circumstances ever point to any of you behaving in an unprofessional manner. Some of you are no doubt wondering why I am not speaking to you in person. Suffice to say certain…..personal…issues are currently preventing me from doing so, but rest assured I will introduce myself properly at some point in the future. Now then, those of you who participated in either of the previous two tournaments may have to adjust as the setup has changed slightly. For a start, I have invited representatives from another brand to take part in this year's competition, and I have no doubt that some of you have already met these newcomers…"

Jill risked a glance at the man to her left, whose expression was still hidden by the sunglasses, but it was obvious he was bored by all the talking.

"……and you all have plenty of incentive to compete this year, as not only will there be other contests this year, such as Capture the Flag, but there is also a monetary reward of $300,000 that will split between the three members of the winning team. I will leave you all to ponder that while I make my final announcement. Unlike the previous year, where participants were allowed to choose their own partners, this year the teams will be decided by a random drawing. Accommodations have already been arranged, and the team captains will be responsible for keeping their team in check and preventing any misconduct. So, let's not stand on ceremony, and start the drawing!"

With that, the screen at the front of the room changed to show a large box that was scrolling through the pictures of all the people taking part in the tournament. Wincing at the brief sight of Dr. Doom's iron-clad face, Jill unconsciously put a hand to her ribs, remembering the sole time he'd gotten close and thrown a punch that lead to several cracked ribs and 2 months in traction. Another droid was making his way onto the stage, and the image finally clicked in her brain.

_Servbots. They were called Servbots._

Jill suppressed a giggle as the memory of Wolverine being trampled into the floor by a horde of the small blue and yellow robots resurfaced.

The Servbot toddled over to the bottom of the screen and pressed a button, and everyone in the room tensed as the screen slowed and eventually came to a halt. There was a brief moment of silence as the Servbot registered the name and called out.

"The captain of Team #1 is……Kula Diamond!"

Jill watched with mild curiosity as a girl of about 15 or 16 (obviously a newcomer, as the look on Strider's face indicated that he'd never seen her before, and he'd been in both of the previous tournaments) with long chestnut coloured hair stepped away from the crowd and up onto the stage, her face tinted a slight red as she tried to ignore the fact that everyone in the room was looking at her. The black-clad man next to her shifted uncomfortably, and Jill wondered whether they knew each other. The Servbot waited another second to allow Kula to compose herself and restarted the roulette. When it slowed, there was another collective intake of breath. The screen had stopped on Hauzer. Kula looked puzzled for a second, and that confused expression quickly turned to one of fear following the loud roar from the back of the room. Having never seen Hauzer before, Jill and everyone around her watched as the massive dragon/tyrannosaurus hybrid stomped to the front. Upon reaching the platform, Hauzer lowered his head to look almost directly eye-to-eye with Kula, and a silent conversation seemed to take place that ended when he raised his head and stepped back to allow his captain some breathing room.

Apparently oblivious to the events that had just taken place, the Servbot restarted the roulette. After what seemed like an eternity, the roulette stopped, and the small droid announced the final member of "Team Diamond" as "Forte". There was silence, and then a cloaked figure wearing a black and yellow helmet floated to the platform and turned round, gazing down upon both his team-mates and the assembled fighters with a look of utter contempt on his face. The only things that were visible above the cloak were his eyes and helmet. The helmet itself was almost jet-black, with a small blue gem set into the forehead, and a pair of black-trimmed gold fins emerging from the sides, and Jill thought he resembled a human sized cobra. The youth wearing the helmet was slightly tanned, with eyes the same colour as fresh blood. His most distinguishing feature however, was the twin purple streaks on either side of his eyes that covered both sides of his face. Descending onto the platform, he studied both of his team-mates with a cold expression and muttered a single word "Tsumaran….." before turning his back on them. The Servbot ignored this and whispered something to Kula, who nodded once. Another Servbot, this one coloured green rather than blue, approached her and indicated that she should follow him, presumably to the "accommodation" that had been mentioned earlier. A large door opened next to the platform (to accommodate Hauzer's size) and "Team Diamond" walked (or in one case, floated) through, the door shutting behind them with the distinctive hiss of air being released.

This continued for another half-hour or so, and Jill felt her spirits drop when both Strider and Hayato were named for other teams, although Strider's status as a team captain was a nice surprise.

Finally, the Servbot came to announce Team #14's members. When the roulette stopped, Jill swore inwardly. She was the captain. Gulping, Jill strode towards the front, trying to ignore the fact that every remaining pair of eyes in the room was focused on her. Standing in the military at-ease position, Jill waited anxiously in front of the screen to find out who she'd be partnered with. The roulette stopped on an unfamiliar face.

"And her first team-mate is...Zero!"

Jill's eyes followed her team-mate as he strode forward and stood in a very rigid position next to her.

His grey-blue eyes were completely blank and his face as a whole was decidedly expressionless. A black helmet covered the top half and both sides of his head with a red V-pattern starting in the middle of his forehead and ending at the back with two horn-like projections that curved downwards. He wore a black leotard-esque jumpsuit with a red chest-protector that stopped just above the top of his stomach and went the whole way around his body. A pair of red boots extended to his knees and another armoured article of clothing covered his lower abdomen. A small holster was connected to his hip and there was another one on his back. A large blond ponytail seemed to sprout from the back of his helmet and ended three-quarters of the way down his legs. He was completely motionless except for one black gloved hand twitching occasionally. He didn't seem very talkative, but Jill was glad he hadn't given her the same reaction that Forte had given Kula earlier.

"And their final team-mate is...Iori Yagami!"

Jill held her breath as her final team-mate approached. He stalked onto the platform and regarded her coldly, seemingly very annoyed with the situation, and Jill grimaced.

_Just what I need, another Forte. I'm nervous enough as it is, and Mr. Personality next to me isn't helping._

Iori was probably a full foot over her 5'4'' frame and had broad, stooping shoulders to match. His hair, a startling colour of crimson, was brushed carelessly over one eye, and the remaining orb flicked around slowly, probably out of boredom. He wore a long sleeved black half-shirt over an ordinary dress shirt, and a pair of faded trousers that were the same colour as his hair, joined at the rear of the ankle by a leather strap. Jill flinched as he caught her eyes and apparently noticed the nervousness behind them. Bending down to make eye contact, he asked her a simple question. It was posed in Japanese, but she understood it nonetheless, and it was chilling in its simplicity.

"Doushita? Ore ga kowai no ka?"

Leaning back to his full height, he shoved his hands in his pockets and laughed softly at her lack of an answer. Jill shuddered as he moved to stand next to Zero and wondered how she'd ever survive this.

Luckily for her, another green coloured Servbot appeared and took her mind off the problem by telling her to follow it her team's living quarters. Shrugging, she strode past her team and indicated for them to follow her. Zero did so almost mechanically, and Iori scowled but cooperated. The Servbot tapped a panel on the wall and led them through a door set into the east side of the room. They stepped through another glass walkway like the one she'd used to get into the building from the station and Jill's eyes wandered upwards and widened...stood before them was a massive tower, at least 100 storeys tall, with the middle floors illuminated. If this was where they were staying...things were going to get very interesting...

**And that's it for this chapter. Don't forget to review and if you have the time, why not check out my other stories. Oh, and before I forget, Strider will give the translations that you might need.**

Strider: Why me?

**Because I still have those photos of you and Ruby Heart from the victory party of the last tournament.**

Strider: sigh Fine.

"Tsumaran" means "Boring" and Iori's question translates as "What's wrong? Are you afraid of me?"

There, you happy now?

**For now, yes. You may go.**

Strider: Hallelujah.

**Oh, for a full list of combatants and their teams, see my profile page. That's it for now. - NF**


	4. 72hour Warning

**Disclaimer: I don't own any of the characters in this work of fiction. I'm just using them to entertain and possibly parody.**

**Author's Note: Hi guys, Fenix here. I apologise for the long wait between chapters, I was back at college recently and it's been rather hectic trying to pin down a proper schedule. As it stands, I'll try to commit to at least one update a week, but don't expect this to always be the case. Enjoy the latest chapter!**

Jill: And don't you forget it!

The walk through the passage to Team Valentine's living quarters was a rather interesting affair. The image it presented was, at the very least, an amusing one, what with the Servbot guide tottering along at the front, Jill following (and looking rather apprehensive about the whole thing), Zero, stony-faced and silent, holding the middle and Iori stalking along behind the group with his hands in his pockets and a sour expression on his face.

Halting briefly outside the door at the foot of the main building, the Servbot tapped a few keys on a panel set into the wall and the doors slid open with a muted hiss. The lobby of the tower was furnished just like the interior of the transport that'd brought everyone to the meeting hall (i.e. rich colours, thick carpets and all the other things one would expect from a class establishment). The only thing that really stood out was the row of doors on the far side of the room, each with a different plaque over the door. Jill paused for a moment to try and make out the writing on each, squinting slightly to decipher "Training Area", "Commercial District" and "Arena" embedded in the metal. That particular train of thought was derailed as the Servbot ushered them over to the reception desk, where the familiar face of Tron Bonne greeted Jill with a smile. Bowing low, the Servbot excused itself and tottered off back in the direction of the entrance hall, and Jill turned her full attention to the woman behind the desk.

"-and I didn't think I see anyone I knew! Anyway, welcome back Jill, it's nice to see a friendly face after so many newcomers!"

"Hey Tron, yeah, it has been a while hasn't it? How come you're not competing this year? I was wondering why I didn't see you during the team drawing."

"Ah, it was fun, but I prefer the quiet life. Besides, this place was somewhat understaffed, and the Servbots were getting restless without any menial chores to perform, so I thought I'd offer my help. Anyway, I can't talk for long; still have a lot to do. Here's a cardkey for each of you, the elevator's on the right and you're on floor 75. That's the top floor I think. You'll have to swipe the card to get in, so don't lose it. Oh, and turn your TV on around 7, I heard there was going to be an important announcement regarding the first round. Catch ya later!"

"Yeah. Thanks Tron."

That brief exchange over, Tron held out three identical cardkeys, all with the words "Team V Floor 75" engraved on them in gold. Jill took hers with a polite smile, Zero wordlessly accepted his but nodded his thanks afterwards, and Iori simply swiped his with an annoyed grunt and wandered over to the lift doors, tapping his foot impatiently while his team-mates caught up. Jill risked elbowing him in the ribs as she passed, earning a growl from the redhead. Grinning inwardly, she tapped the recall button and the doors slid open with a hiss, closing again after Zero had entered (and it looked for a minute like he was about to get his hair caught in the door, but he had exceptionally quick reflexes, so it didn't matter). The lift was, as was to be expected by this point, very fancy-looking. Shaped like a quarter circle, the door which led to the rooms was just to the left of the entry. Thick crimson carpet covered the floor, and the remainder of the outside wall was glass, with a golden handrail just in front. Jill meandered over and leant on the rail, gazing out at the darkening sky. The doors hadn't lied, there was a commercial district, and a glittering sea of neon flickered into existence as the lift ascended, including what looked like a casino and a theatre. Zero stood like a sentinel next to the exit door, and Iori stood next to Jill and stared out at the stars that had just winked through the sea of turquoise above them, finally stating matter-of-factly:

"Touch me again and I'll kill you."

"Would it hurt to be a little more polite?"

"I won't even answer that."

Jill found her temper flaring a little at Iori's attitude, and she had no problems with telling him that. His head tilted slightly so that a single yellow eye met her glare with a slight hint of amusement, and he smirked.

"So? We are who we are, wouldn't you agree?"

"I agree that you're an A-grade A-hole, yeah"

"Watch your tongue, or I'll rip it out……_Captain_"

The last word was meant as an insult, an indication that he didn't really give a rats about rank, that much was obvious. Jill, however, didn't feel like rising to the bait and sighed.

"Look, I'm not asking you to be my friend, but we're a team here whether you like it or not. I'm not asking for friendship or respect, just co-operation. Can you at least manage that much?"

That infuriating smirk again, "Since you asked so nicely, I'll certainly try."

"Thanks."

Luckily, the conversation was ended by the cheerful ping of the elevator announcing their arrival. Swiping the card through the reader on the wall, the door slid open as Jill motioned for her team to enter first. Stepping through and looking around as the door shut behind her, she couldn't help but be impressed. The room was coloured with rich greens and blues and crimsons. There were three doors set into the far wall, with a "Z", "J" and "I" carved in gold emblazoned above them. To the right there was a large, comfortable looking couch and a couple of plush armchairs set around a dark oak coffee table and a plasma TV on a stand in the corner. To the left, a kitchen area with 3 stools, a mini-bar and, set on top of the bar, 3 plates covered with piping hot food (from the smell, Jill guessed it was chicken with gravy. She wasn't wrong.). Checking her watch, she noticed there was about a half-hour before the time Tron had mentioned at the reception desk. It was at that point that her stomach growled, apparently the sandwiches she'd had on the transport didn't go down as well as she'd hoped. Flushing slightly, she addressed her new comrades.

"Alright. We've got 30 minutes before that big announcement…..so….tuck in, I guess"

Heading for one of the stools at the bar, she was joined by Zero as she sat down. Iori hesitated for a second, then shrugged and completed the trio as they began the meal. Iori was tearing into it like he hadn't eaten in years, Jill herself ate like any normal person was expected to, but Zero ate slowly and mechanically with carefully measured bites. Jill had to admit to herself that the blonde was a tad creepy, but was thankful that he was on her side, at least in theory as he still hadn't said anything since they'd met to confirm his allegiance either way. Jill fought back the sudden visions of being betrayed by her team and decided to hit the nail on the head.

"Um…….Zero?"

The blonde stopped eating and turned his gaze to her.

"This might seem like a stupid question, but…….you are on my side right? I mean, you aren't going to stab in the back like some people I could mention?"

Zero looked at her with what might have been confusion showing in his eyes, and raised an eyebrow (or at least gave the impression that he had, with that helmet it was almost impossible to tell) before nodding once and resuming his meal. Jill breathed an internal sigh of relief and did likewise.

With around 3 minutes till the deadline, they finished eating and, after dropping the dishes and cutlery into the dishwasher (which took Jill a while to find, it was located inside a cupboard.), they took there seats as Iori casually reached over and tapped the power button on the TV set. It was showing reruns of some old sitcom, "Everybody Loves Rayman" or something. At precisely seven o'clock, the display flickered over to reveal the logo for the tournament, and that familiar voice from the entrance hall wafted from the speakers.

"I thank you all for your patience, and I hope you all are co-existing nicely with the other members of your team (Iori snorted with amusement at this). No doubt some of you are exhausted from the trip, so I'll keep this short and sweet. The first round will take place in three days time and is not a knockout round. It will merely be used to determine your placing in the overall tournament. Tune in again at the same time in three days time and I will describe the way things will work this year. That is all. Pleasant dreams."

Punching the off button, Jill stood and stretched before addressing the two sat before her.

"Alright, you heard the man. You're on free time for the next three days, so you can do what you like. I want you all back at 5 each day though so we can squeeze a bit of training in and make sure we're not rusty. That's it, you can go do what you like now."

Iori stood and immediately went to his room. Zero meant to follow, but Jill's curiosity got the better of her and she caught him just as his fingers brushed the doorknob to his room.

"Zero! Please forgive my rudeness, but you can talk can't you?"

She could have sworn he was smirking at this question as if he was used to it, and he nodded again.

"Then, why don't you?"

"……Nothing to say….."

And with that cryptic message, the door hinges squeaked and he was gone. Jill shook her head and smiled.

_Well at least I'm making progress._

She was about to retire for the night when she swore loudly. She'd left her luggage in her car. Resigning herself to the fact that she'd be stuck with what she had for the next god-knows-how-many weeks, she opened her door (once again checking herself to make sure she wasn't awed by how fancy it was, although the king-sized four-poster and en-suite bathroom were hard to just accept) and found herself smiling. Her suitcase was sitting on the bed. Apparently someone knew and had brought it ahead of her. Placing it on the cabinet next to the bed, she barely had time to unlace her boots and drop her beret on top of them before sleep overtook her, and her last thoughts before she hit the pillow were how she was going to survive with a homicidal team-mate, and how she was going to spend the next three days.

**Author's Note: Finally! I must say that writing Iori is fun! He's such a git. Some of you might be wondering why Zero has only had line so far, so permit me to explain.**

**Reason #1: Aside from the occasional encouragement of Ciel or speech to a boss, he rarely says anything, and as his expression never changes you never really get a good feel for his character. He strikes me as being quiet and thoughtful, so that's how I'm presenting him.**

**Reason #2: He only really opens up to his friends, and as he's only known Jill a short while (and probably could care less about Iori) it's doubtful he'd be very talkative. So for now, I've decided to give him a rather clipped, analytical manner of speech. hides from angry Zero fans**

**Tune in at some point in the future for the next chapter: "Making New Friends".**

**Fenix, Out.**


	5. Jill Valentine's First Downtime

Please, everyone, forgive the inexcusably long delay between updates. There was no good reason for this, save for my laziness, I apologise for keeping you waiting for so long, and resolve to do better in the future. With that said, on with the show!

Disclaimer: I don't own any of the characters portrayed in this fic. They're all being used to entertain and possibly parody and belong to their respective companies.

First though, allow me to explain. The "Downtime" chapters will focus on the lives of the characters outside of the tournament. Characters will be developed, relationships will form (friendly or otherwise), and the supporting cast will make their appearances here. To keep things interesting, the supporting cast will include characters from all walks of game, not just Capcom, SNK and Marvel, so don't be too surprised if you see Mario rubbing shoulders with Zero. Oh, and as far as continuity goes, the SNK vs. Capcom series never happened, so this is Zero's first tournament, and none of the SNK fighters have fought the Marvel or Capcom warriors either.

* * *

_The flare rocketed into the cool morning air, and her hopes rocketed along with it. They were finally leaving this hell-on-earth, and from the looks on her team-mates faces, they felt the same way she did: relieved and exhausted. The dull thrum of the choppers' blades resonated in the air and she allowed herself to relax, the tense atmosphere of the past few hours finally beginning to dissipate, when the sickening crunch of solid concrete being ripped to pieces split the air like a knife._

_Whirling round, her heart caught in her throat as the pale, hulking form of the Tyrant shot up through the gaping hole in the helipad and landed in a crouch a few feet away from her. It rose, and turned to face the weary group, still sporting the results of the few Magnum rounds Barry had managed to pump into its unnatural form. She barely heard Chris yell "Scatter!" before the Tyrant sprinted forward, cutting the rookie down before she had a chance to move. Chris' choked cry was the last noise he would ever make, as the thing turned on him and with a single sweep of that massive clawed arm silenced him forever. Barry was pale, firing round after round at the Tyrant, who was advancing toward him. Seemingly oblivious to the sheer amount of lead being injected into its frame, it knocked the older man off his feet and finished him with a single downward thrust. She was alone, with no ammunition and no chance of escape. The last thing she saw as the creature advanced on her was that lipless grin, then the claws shot through her chest with a dull thud, and she screamed……_

* * *

Jill hadn't realised how expensive the carpet was until she was practically eating it. The adrenaline faded from her system as the calm realisation took over.

"_It was a nightmare………"_

She'd fallen out of bed. Not conduct befitting an ex-member of the S.T.A.R.S Alpha Team and the current leader of Team Valentine. Shakily getting back to her feet, she stretched and ran a hand through her hair to try and smooth it out after her tumble. A few moments later, there was a knock on her door. She didn't sound as calm as she would have liked. "It's open…."

Zero poked his head round the door and regarded her with the same blank expression he always wore, though his tone betrayed a mild amount of concern. "I heard you scream. Is everything alright?"

Jill was about to ask him what time it was, but the fact that he was up and about seemed to indicate that it was morning already. Swallowing the last of the tremors, she nodded and tried to sound more professional than before. "Yeah…..just a bad dream is all. I said last night you were on free time. Why haven't you left yet?"

"I didn't want to leave until you were awake. You are the captain of this team, and you need to be aware of what your team-mates are doing."

"I see…..and Iori?"

"I've…..convinced him to stay until you say otherwise."

"Alright, I'll be out in a minute….."

The blond nodded, and shut the door. Taking an extra moment to compose herself, Jill opened the door and stepped out into the lounge area. Iori, wearing the same clothes as the day before, was stood by the door with a look of obvious displeasure on his face. Zero, stood by the couch, remained as impassive as ever. He'd taken his helmet off (thereby shattering Jill's idea that his ponytail was just part of his helmet), revealing spiky hair underneath and a single bang that half covered his right eye. He'd also apparently doffed his armour, replacing it with a long –sleeved red shirt and a pair of creamy-white cargo pants. Iori snorted as she shut the door.

"Hmph…..looks like Sleeping Beauty has deigned to walk amongst the peasants….."

If looks could kill, Iori would have just fallen 70 storeys to an overly comical but all-too-painful demise.

"Shut up, Yagami. I didn't realise you cared enough to stick around, that's all. If I'd known you were waiting for me, I'd have woken up sooner."

Iori responded with a grunt and turned his head to look elsewhere. Zero, who hadn't moved from his position by the couch, tilted his head and watched the exchange without saying a word. Jill took note of this and decided to assert her authority as team captain.

"I've nothing to add on what I said yesterday, aside from reminding you that I expect you both to be waiting by the door to the training area at 5pm sharp. That's all. You're dismi-"

Iori was out the door before she could finish her sentence, and the dull _thrum _of the elevator told her that he had no interest in staying any longer than he had to.

"-ssed. Damn it."

Zero turned his gaze from the door and shook his head. "He's….._unique_, isn't he?"

Jill frowned. "He's a pain in the rear-end, is what he is. I don't see how we have a chance of winning this thing if he's going to keep being so uncooperative."

"We'll just have to deal with that when the time comes. Now, if you'll excuse me."

Zero walked over to the elevator door and tapped the recall button, disappearing though the door a few seconds afterwards. The services here were nothing if not efficient. After a brief moment of silence, Jill sighed and ran a hand through her hair, and she couldn't help but wonder again how she was going to survive this setup. The thought then occurred that she too had some free time before practice, and she decided to take a walk around the place and see what it had to offer, starting with the Commercial District. On that note, she rooted through the cupboards to find herself some breakfast and then headed back to her room to freshen up and change.

The advantage of having a glass elevator was that one could look out over the landscape, and Jill couldn't have imagined a better day for it. The sky was a beautiful clear blue, the sun was shining and there wasn't a cloud in sight. Better yet, she had a good view of the Commercial District. Most of the building seemed to be painted white, with various signs hanging from them, the streets were cobbled and there were people everywhere. It seemed like a nice enough place. There was a muted _ding_ as the elevator reached the ground floor, and Jill was through the doors even as they slid open, and through the door to the Commercial District before they'd closed. A short walk through another glass tunnel later, and she was stood at the top of the stairs leading down to the place, and with no further thoughts other than how the breeze was nice and refreshing, she went down, content to just wander and see what they had to offer.

A few hours later, tired but happy, Jill stopped at a small Italian restaurant to get a bite to eat before she continued her wanderings. The owners of the restaurant had turned out to be none other than the famous Mario Brothers, a fact she'd discovered when her waiter turned out to be Luigi. They'd talked for a while before she'd ordered, her commenting on having watched the Mario Strikers Cup the previous year and seeing his victory in the finals (at which point he turned beet-red and refused to talk about it), and him mentioning the fact that both brothers had watched the last Marvel vs. Capcom tournament and were apparently big fans of hers. So she'd ordered, and Mario (who was the head chef, according to Luigi), had personally served her meal, before asking for an autograph apiece for himself and his brother. Jill had been more than happy to oblige.

After she'd eaten, and still sat at the table outside the restaurant, Jill was content to people watch for a while, which also gave her an excuse to sneak a nap. The variety of people that worked and shopped in the area was amazing. She'd seen a fat man dressed in yellow and purple drive past on a motorcycle, cackling wildly to himself. She'd seen Iori (twice), and he'd ignored her both times. She'd seen a tall, broad-shouldered man with blue-grey hair and what appeared to be a coffin chained to his arms carrying a veritable mountain of bags while a small grey-haired girl in red nattered away to him, and she'd nearly been blown out of her seat on no less than three occasions as a blue…._blur_ shot down the street, though on the third time it was being followed by a pink blur and seemed to be going faster than it had previously.

Woken by her watch alarm, Jill panicked and almost fell out of her seat. "_It's 4:30…I'd better get back and change…_" Rising, she waved to the Mario Brothers, who were stood talking near the counter and started back towards the main complex. She was halfway there when there came an appreciative whistle from somewhere behind her. Stopping, she looked around until her eyes rested on a figure sat on a bench and few feet from where she was stood. It was man, dressed mostly in black, wearing an open fronted jacket that exposed his chest, and, predominantly, a pair of sunglasses and some kind of cowboy hat. The shades had been lowered to the peak of his nose, and he seemed to be studying her with an approving eye. Sighing, she went and stood directly in front of him, her expression showing obvious displeasure. "Can I help you?"

The man tipped his hat up to see her face, his eyes shining. "Not at all, I was merely admiring your…_assets_"

Jill unconsciously blushed. Okay, so the t-shirt and jeans _were _kinda form-fitting, but still….

Before she had a chance to respond however, something shot out from behind the bench and slammed into her, sending her sprawling. When the cobwebs cleared, Jill realised she was flat on her back, with a brown-haired young girl dressed in black and orange sat on her stomach shouting at her.

"STAY AWAY FROM MY JOHNNY YOU OLD HAG! I DON'T SEE WHAT GIVES YOU THE RIGHT TO…"

Blocking the girl out for the time being, Jill raised her head slightly and gave the man – Johnny, was it? – a pleading look. He responded with a shrug and an apologetic look, before standing a clapping a hand on the girls' shoulder. She went rigid the instant he made contact and was as red as Iori's hair by the time he spoke.

"May, that's enough. Let the poor girl up, will ya?"

May sniffled, and turned to Johnny with tears welling up in her eyes. "B-But….she was…."

Johnny sighed. "Walking past. I thought we'd been over this. I flirt with them, not the other way around. And besides, I'm only flirting, not actually trying to get with them."

Jill coughed. May looked surprised for a second, then realised where she was and leapt to her feet. "Ohmigosh, I am SO sorry for doing that, but I thought that….."

Johnny extended a hand and helped Jill to her feet. "Relax May, no harm done, right?"

Jill smiled. "Yeah. No harm done."

Johnny grinned and pushed his shades back up to cover his eyes. "Sorry about that. She can be a little overprotective sometimes. Johnny Sfondi, at your service, and this adorable little munchkin here is May."

May frowned. "Who are you calling a munchkin? I'm stronger than you are, remember?"

Snickering, Jill introduced herself. "Nice to meet you both. I'm Jill Valentine, but friends just call me Jill."

Johnny adopted a thoughtful expression. "Valentine….where've I heard that name before? Wait…you're competing in the tournament, aren't you?"

Jill nodded. "Yeah, I..." Trailing off as she looked at her watch, she gave an alarmed shriek and took off the down the path back to the tower, calling out over her shoulder. "I'LL PROBABLY SEE YOU AGAIN SOMETIME!"

Johnny laughed. He couldn't place his finger on exactly what it was, but something about her reminded him of someone else he knew. His train of thought was swiftly derailed, however, when May caught him staring down the path Jill took and clouted him round the back of the head. Sometimes it hurt to be so popular with the ladies.

It was 5:06pm when Jill arrived, red-faced and out of breath, at the meeting place she'd specified earlier that day. Looking up and trying to regain some composure, she immediately froze when she noticed Zero, wearing his combat gear, studying her with the same impassive look he always wore. Standing, and still panting heavily, Jill addressed her team-mate. "Sorry….to keep….you…waiting…"

Zero's head tilted slightly. "Problems?"

Jill shook her head. "No…not really. I was….held up. Sorry."

"Forget about it. I take it you haven't seen Iori?"

"No, not since lunchtime, anyway. We'll give him another five minutes, and then if he isn't here we'll start without him."

Five minutes later, the door to the training area slid open as Zero and Jill entered. The room then entered into was little more than a corridor with several mechanical doors spaced evenly on either side. The first few they passed were occupied, apparently, but door B-6 was open, and Zero tapped the button set into the doorframe. Yet another glass hallway later, the two found themselves in an empty room that Jill guessed was about the size of a soccer field. The entire room consisted entirely of metal plating and one colour, gun-metal grey. There was a raised platform at the other end with what seemed to be some kind of control panel set into it. Jill strode over and inspected it. It seemed fairly simple, just a series of touch-screen commands and some extra information. Deciding to liven things up a little bit, she decided to change the scenery. "Hey, Zero! Any preferences for terrain?"

The blonde, stood at the other end of the room, shook his head. Jill grinned and set the system to generate a random terrain. The words "AWAITING VOICE COMMAND" flashed onto the screen, and remained even as Jill was jogging back down the stairs to stand on the opposite end of the room to Zero. Double-checking the rounds currently loaded into her Beretta, Jill called across to her team-mate. "Okay, Zero! Listen up! I'll allow the use of special techniques that we possess, but no super-level techniques and nothing that could cause severe or fatal injury, understood? To emphasize this point, I've loaded my gun with rubber bullets. You get all that?"

Zero tapped the side of his helmet and nodded. "Ready whenever you are, Captain."

Jill braced herself, then called out "Computer, commence training session!"

There was a bleep of acknowledgement from the console and a thin wall, covered in the same kind of panels as the rest of the room, slid up from the floor behind her to separate it from the training zone. The panels flickered briefly and then shone a brilliant white that almost blinded Jill. When her vision had recovered, she was stood in the middle of what looked like a jungle clearing. The temperature hadn't changed, but the place looked remarkably lifelike, with a thick layer of trees surrounding the area where the walls used to be. Zero had crouched and was examining a rock that he'd picked up. "Solid projections. This is impressive technology." Jill wandered over to one of the walls/trees and tapped against it with her gun. The surface rippled but didn't give way. She shook her head in amazement and went back to her original position. Zero, too, had returned to his position near the "door" and nodded as she turned to face him.

Mentally crossing her fingers and hoping that all the training she'd done since the last event hadn't been wasted, she called out again. "Computer, begin countdown!"

There was another bleep from the console, and a mechanical voice issued from a set of loudspeakers concealed somewhere in the room.

"3…..2…..1…..ENGAGE."

Jill blinked and barely had time to duck as Zero's fist shot towards her face. Somehow, in the split second it had taken her to close her eyes and re-open them, he'd managed to close the distance and launch an attack. As it was, the blow knocked her beret off and sent it flying into the barrier behind her. Still pondering Zero's speed, Jill lashed out with her leg. The blonde jumped over it, and Jill used the brief interval to dive away and try and put some space between them, bringing her gun to bear at the same time. Without thinking, she fired a shot in his direction and backed off. The shot went wide, and before she knew it he was on top of her again, this time wielding a small metal cylinder. He tapped a button on the hilt, and almost immediately a blade materialised on top of the cylinder, the warm green glow of it almost mesmerising Jill until he hit her in the stomach with a sideways swing. Jill backed off, clutching her gut and panting. It felt like she'd just been hit by a 2x4, even though he'd caught her with the sharp edge of the blade.

"_He must be blunting it, somehow…a safety measure?"_

Jill let the thought slide and reacted purely on instinct, leaning backwards as the blade split the air mere centimetres from her face. Zero had left himself open for a brief moment, and Jill took the opportunity to slam the butt of her gun into the side of his helmet and dive away again. Except, this time, she crashed to the ground just short of her target. Feeling something tight on her leg, she looked back and saw what looked to be some kind of chain wrapped around her ankle, with a green spear point on the end of it. Zero was holding on to the other end, and even as he moved forward the chain released her leg and retracted, the chain links moving into each other to form a solid shaft, the spear tip sitting on the end of it. Zero advanced, the spear/chain thing balanced on his arm, and Jill fired again and began to concentrate even as Zero deflected the blow, and split his spear into two smaller ones that folded in on themselves and became a pair of tonfa.

Even as Zero lunged at her, Jill's arm began to glow, and when he left himself open again, Jill hopped backwards and then shot towards him, a brilliant golden aura surrounding her right arm. She slammed into him with enough force to drive him backwards into the barrier and actually put a large dent in his chest protector, which had the unwelcome side-effect of rendering her arm numb from the impact. Zero slumped against the wall slightly, and Jill felt her confidence level rising when something jabbed into her gut. She looked down just as Zero released the energy he'd been storing in one his recoil rods. The sheer force produced by this shot her across the full length of the room and she hit the opposite wall hard, sliding into a dazed heap on the floor shortly afterwards. Stars danced in front of her eyes, but she had just enough awareness to mumble "I give" after Zero had levelled his spear point at her throat. He backed off almost immediately afterwards and called out to the computer to end the training session.

The faux-jungle flickered and vanished and the entire room turned grey. Zero had gone over to retrieve her beret, and helped to her feet after returning it, the concern evident in his voice. "Are you alright?"

Standing made her feel nauseous, but she moved a hand across the back of her head, and felt a lump on the back of her head where she'd hit the wall. "I…will be. Thanks. Let's go back to the room. Suddenly I feel really tired."

Zero lay back on the couch and stared at the ceiling. Jill had staggered off to her room, mumbling something about sleep, shortly after they'd gotten in. That had been an hour ago, and the clock currently read 7:05pm. Iori's door was still open, the redhead nowhere in sight, though Zero guessed he'd turn up sooner or later. Standing and heading to his room, he removed his helmet and placed it on the cabinet next to his recharge bed. He went to remove his chest protector, but hesitated when he felt the huge dent in the center. Apparently she'd gotten him better than he'd thought. Who knew humans had such power? Grinning in spite of himself, he placed the battered article next to his helmet and, resolving to find a repair shop soon, settled into his recharge bed and promptly became dead to the world.

Iori stalked in at 11:30, briefly wondered where the hell everyone was, then shrugged it off and went to bed.

* * *

Please excuse some of this chapter. I haven't had a lot of practice writing fight scenes. Next up will be Zero's first "Downtime" Chapter. Don't forget to leave a review if you enjoyed this. I can't improve without them, people!


	6. Zero's First Downtime

**Hey all. I'm back again. I apologise if the format for this chapter looks a little different, it's just because I'm using a different word processor.**

**I'd like to clarify a couple of things before we get going, though. Some people that I've spoken to have asked me to be a little more specific about certain "visual" aspects of this story, so here's a brief rundown of the important stuff to help you envision this properly.**

**- I based the commercial district on Sonic Unleashed's Apotos hubworld, so the two look very similar.**

**- Jill's appearance here is practically identical to her Marvel vs. Capcom 2 appearance.**

**- Zero is currently in his Megaman Zero incarnation.**

**- Iori's physical appearance has never changed, so don't worry too much about that, but for now he's still wearing his classic outfit as opposed to his KoF XII redesign. For the record, he still has his powers.**

**Oh, and if you're looking for the disclaimer, check one of the earlier chapters. It's no fun to re-type it every chapter.**

* * *

_Zero had no idea where he was. He could remember falling asleep in his room....but how had he gotten from there to wherever this was? And how had his armour repaired itself and attached itself to him? Shaking his head to clear the cobwebs, he took a proper look at his surroundings. It appeared to be some kind of hallway, if the ever-flickering lights over his head were any indication. A quick check in both directions revealed nothing more than more corridors. After hesitating for a brief moment, he decided that standing around pondering his options would get him nowhere, so he picked a direction at random and started walking._

_The hallways were like a maze, and Zero had long since lost track of how long he'd been wandering them. A part of his mind told him that these hallways were familiar to him, but he couldn't remember anything about them. It seemed like the scenery was becoming more rundown as he proceeded. He'd noticed crumbling walls and patches of rust as he walked, but now it was getting to the point where the entirety of each hall was just a never-ending sea of dirt and decay. His wanderings stopped abruptly as he came across a large door, with a faded emblem on it, it looked like a letter from the Greek alphabet, but his mind couldn't focus, so he dismissed it and with no small amount of effort forced the door open and stepped out into what may have once been a command room or meeting hall, judging from the size. The room was just as decrepit as the preceding corridors. Parts of the ceiling had collapsed and he could see stars twinkling through the gaps in the roof. He paused briefly to stare at the sky, glad to be free of the oppressive atmosphere. It was then that something moved in the rubble at the far end of the room. The movement would have been almost imperceptible to anyone else, but his honed combat senses allowed him to pick up on it, and he cautiously advanced to investigate it._

_A piece of the ceiling appeared to have collapsed, if the pile of wreckage was an indication, but that wasn't the focus of Zero's attention. Instead, he'd picked up on the gloved hand poking out from the debris, or more accurately, the still-twitching fingers attached to that gloved hand. After a brief check of the area to confirm that no threats were present, he set about clearing the rubble away to try and uncover the person buried underneath it, and eventually found himself staring into the dead, sightless eyes of a face that was both hauntingly familiar and strangely alien._

_It was a girl, a Reploid like himself, dressed primarily in red and blue, though the colours had faded with age and decay. A large mass of brown hair was splayed out underneath her, matted in places with large patches of dried coolant and moisture, and there was a fist-sized hole in her chest, right where her fuel regulation unit should have been located. Zero pondered over the wound for a few moments, wondering what caused the damage, then dismissed it and moved his gaze to study her face. Almost immediately upon doing so, however, his mind screamed at him and he was forced to put his hands to head as wave after wave of memories assaulted him, each one of the girl and…him? Was he looking through his own eyes? Was this his past?_

_Shaking his head to try and regain his focus, he stared down at the girl. He **knew** her, his mind was telling him. But where did he know her from? What was her name? Those memories danced close to his grasp and then flitted away when he reached for them and he decided to dismiss them until he a quiet moment to think properly. Reaching the conclusion that the twitching of the girls fingers was due to a severed connection somewhere in her motor network, he reached down to close her eyes and froze in place when they **moved**. Somehow, they'd shifted during his musings and were now making contact with his own, at least he thought so. They seemed to staring through him at the starry sky over his head, but somehow he knew that wasn't the case._

_Even as he watched in silent panic, her lips moved, forming a soundless word over and over. Zero stiffened as he recognised the motions._

"_Zero. She's mouthing my name. What…"_

_His thoughts were swiftly derailed when he felt something clamp around his wrist. Unable to move his body, his eyes flickered downwards and his panic meter went up another notch. The thing around his wrist was her hand. For someone unaccustomed to feeling fear, the terror welling up in Zero was paralytic in its intensity, his mental functions had all but shut down and his mind was screaming at him to just get away from the thing, this wraith from his forgotten past and never stop running._

_So when the girl yanked his wrist and pulled him over to press her icy lips against his, he couldn't even scream…_

* * *

Zero bolted upright so quickly that he narrowly avoided decapitating himself on the top of his recharge bed. It finished its silent ascent into the ceiling and settled into place with a mechanical _thunk_, leaving the blonde alone with his thoughts.

Swallowing heavily, he forced himself to calm down and attempted to rationalise what he'd just seen.

"It was a nightmare. Nothing more."

"_But then why did it seem so real? And why were you so afraid, hm?" _His mind responded.

Grimacing, he brushed those thoughts aside and set about cleaning and polishing his equipment before changing into his everyday clothes. Pausing briefly while he finished buttoning his shirt, his eyes settled on the battered chest-protector still laid on the cabinet, and he allowed himself a barely-there smile.

"_Who knew humans could have this much power? It seems this will be more interesting than I first thought. First thing's first thought, I need to find a repair shop and get this fixed before the next training session…"_

On that note, he grabbed the item in need of repairs and left his room. The main area of his team's quarters was quiet. Iori's door was wide open and he was nowhere to be seen, and Jill appeared to be catching a nap on the couch, an ice pack resting underneath where she'd hit her head the previous day. Deciding against waking her, Zero moved towards the door to the elevator, but stopped when she called to him.

"Going somewhere?"

Zero turned to face her. She'd opened one eye and was wearing a tired smile. He nodded in response to the question.

"Yes. There are some things I need to do today. I'll be back in time for the training session though."

Jill closed her eyes again.

"Alright. I might not make it this time. You got me good yesterday, but I should be fine tomorrow. If I'm not there, you're in charge in my stead, assuming Iori turns up. If he doesn't, feel free to do some solo training if you want."

Zero breathed a mental sigh of relief after she'd finished speaking. It would be an exceptionally poor performance to take your own captain out of the tournament before it had even started. Nodding again, he turned back towards the door and pressed the recall button for the elevator.

"Very well. Then I will see you later."

The weather was as pleasant as the day before, and Zero took the time to appreciate the sunshine as the elevator continued its descent to the ground. He didn't really have plans for the day besides getting his gear repaired, so he supposed he'd just find a bench somewhere and wait until something came up.

The sunshine was warm and the breeze pleasantly cool as Zero strode through the commercial district looking for a repair shop, and the streets were already full of people going about their daily business, so it wasn't too difficult to make some inquiries about the various services available in the area and eventually Zero found himself outside a shop just off of the main plaza. The sign above the entrance read "Angel's Forge" with a picture of the titular heavenly entity sat on an anvil with a pair of tongs in her hand and a wide grin on her face. Stepping inside, his went momentarily blind as his eyes adjusted to the relative darkness of the shop interior. Though he couldn't see, his could certainly hear the argument that a customer was apparently having with the owner of the establishment. The person with a grievance was apparently male, and he didn't sound particularly happy.

"C'mon! Can't you do that just once? I thought I was one of your best customers!"

There was an exasperated sigh. A woman, if Zero was hearing things correctly.

"Travis, you ARE one of my best customers, but that doesn't mean I can just GIVE you high-end equipment for free. You have to pay like everyone else."

The man swore, and as Zero's eyes finally refocused, he caught a glimpse of a young man in a red leather jacket and orange tinted-sunglasses passing him with a scowl on his face. The woman sighed again.

"He's so awkward. Sometimes I think he does this to me on purpose…"

She trailed off as she noticed Zero heading towards her.

"Oh, hey. Can I help you?"

Zero nodded and held out his chest-protector.

"Yes. I was told this was the best place to come to for repairs and was wondering whether or not you could do anything with this."

She accepted the item from him, and Zero noted with some curiosity that the hand she accepted it with was actually a mechanical claw, and that upon closer inspection her entire right arm was mechanical. She studied the item thoughtfully, and then raised her head to look Zero in the eye. She was about the same height as him, and wore a battered pair of green trousers and a yellow and grey shirt that exposed her midriff. Her other hand was covered in a thick work glove. A welder's mask, currently flipped up, adorned her forehead, and the lower half of her face was hidden behind some kind of faceplate. Despite that, her eyes were a brilliant cerulean colour and shone warmly in the dim light of the room. Zero was forced to second-guess calling her a woman. If the pitch of her voice was any indication she couldn't be older than Jill. Part of him wondered what had happened to necessitate the claw-arm, but he dismissed those thoughts and waited for her to finish.

"Yeah, I can probably fix this. Can I ask how it happened?"

Zero blinked.

"It happened during a sparring match."

The girl laughed and wagged a disapproving finger.

"I guess that means you're participating in the tournament then? You should be more careful. If stuff like this happens before the fighting even starts you'll have no chance once things get serious. I mean, I can fix this, but it still speaks of carelessness on your part."

Zero's lips twitched.

"Thank you. I appreciate the help. How much will these repairs cost?"

The girl laughed again. Apparently being in near-constant good-humour was part of her personality.

"Don't worry about paying me for this; just promise me you'll be a repeat customer in the future." Seeing Zero nod in response, she extended her gloved hand. "Name's Angel Forge, it's nice to meetcha."

Zero returned the handshake.

"Zero, likewise."

Angel's eyes smiled at him, seeing as how her mouth was unable to.

"Okay then, Zero. Come back in a couple hours and I should have this as good as new for ya."

Zero nodded and headed for the door.

"Very well. And thanks."

"No problem."

The news that he'd be getting his gear repaired free of charge was a surprising comfort to Zero. While he did carry money around with him, he disliked having to spend it. Ciel had once told him that she'd never met anybody so tight with their money, and he'd been unsure of how to react to the news that he was a miser. He'd heard of a character from decades-old literature that was exceptionally tight with his money, but he didn't think he was that bad in comparison to some people. He only spent when it was a necessity, and he happy to save in every other situation.

So wrapped up was he in his reminiscing that he failed to notice the girl heading the other way until they'd collided. She was yelling at him before he'd even stood up.

"HEY! Watch where you're going, you jerk! Don't you know it's rude to walk into someone while they're eating? Didn't anyone ever teach you…any…?"

She trailed off when he stood and she got a good look at his back. He heard a single word leave her mouth as he dusted himself off.

"Giro…?"

He turned to face her and was surprised to see how similarly they were dressed. Both wore a black under-suit, but where he wore a long-sleeved red shirt and a pair of white trousers, she wore a pair of white shorts and a blue half-shirt similar to his chest protector. Her hair was a dark-brown colour and cut short, with several messy-looking strands draped over her forehead, and her emerald eyes were currently veiled behind a wall of impending tears. When she made eye contact with him, however they disappeared almost as quickly as they'd arrived. And an embarrassed blush sprung onto her cheeks.

"Sorry about that. You reminded me of someone I know."

Zero inclined his head in apology.

"Not a problem. My apologies for running into you."

He turned to walk away when he heard a dismayed squawk from the girl. Looking over his shoulder, he saw her staring down at what may have once been a burger of some kind, the veil of tears having reappeared in the meantime.

"That….that was my LUNCH….and I'm broke…"

Zero sighed and checked his watch. It wasn't any of his business, but he couldn't in good conscience leave the girl in this state. And it WAS almost midday. Running a hand through his hair, he turned to face her again.

"Hey…ah…I was about to go for some lunch. Would you…like to join me?"

At almost the same instant those words left his mouth, the girl's expression brightened and he found himself in a bone-crushing hug while the girl repeatedly thanked him for his generosity. Luckily he already had an idea of where to go. He'd seen a hotdog stand in the main plaza.

Zero collapsed onto the bench, grateful for the rest. Had he known that the hotdog stand he'd seen had belonged to Don Fachio's he'd have never given them his business. The demented owner of the place had refused to serve him until he'd run several laps of the Commercial District in under 3 minutes. His wallet was also considerably lighter. Apparently the girl's appetite was larger than her slim frame would suggest, and she'd ordered practically the entire contents of the stall.

"_Still," _he reflected _"it feels nice to help someone in need. Seems I've made another new friend."_

The girl turned towards him and grinned. She said something to him through a mouthful of hotdog and he responded with a raised eyebrow to indicate that he hadn't understood a word of it. Her expression turned sheepish for a second before she swallowed.

"I said "Thanks, this is really good!". You're not so bad after all. Sorry for yelling at you earlier."

Zero shook his head. "No need to apologise. I'm the one who should be sorry for ruining your lunch."

She grinned again.

"Hey, buying me all this stuff was apology enough. I guess we're friends now, so you can call me Aile."

Zero didn't understand her logic, but decided not to make anything of it.

"My name is Zero. Nice to meet you, Aile."

The two spent the majority of the afternoon talking. (Well, to be more accurate, Aile spent the majority of the afternoon talking.) Zero learnt a lot from the conversation, things like the fact that she worked for a courier service and had grown up hearing stories of a legendary swordsman clad in red who could defeat entire armies by himself. Eventually, Aile glanced at her watch, panicked and ran off. Zero guessed she was meant to be working while she was talking with him. Checking the time himself, he noted with some amusement that it was already late afternoon, so he headed back to Angel's Forge to grab his gear and headed back to his room to prepare for the training session. Jill was still asleep on the couch when he returned and hadn't moved an inch when he left, so all that remained was to wait and see if his other team-mate would show up to practice.

* * *

Much to his surprise, Iori did actually wander over towards him, even if it was 15 minutes after the training was supposed to have begun. Zero chose not to call the redhead out on his lateness, and instead waited for him to speak. Iori looked around disinterestedly and then stared down at Zero.

"So. Where is she?"

Looking up into Iori's face was hurting Zero's neck, so he levelled his gaze at the man's abdomen.

"The captain was injured in yesterday's training session and is therefore unable to attend today. I'm in charge in her stead. Any objections?"

Iori shrugged.

"Whatever. Let's just get this over with."

And so it was that Zero found himself in the barren gun-metal grey training room for the second time in as many days, with the key difference being his opponent. Iori hadn't had any particular preferences when it came to the setting, so Zero had simply left it bare and started the countdown. He'd told Iori about the "no fatal or crippling injuries" rule but had left out everything else as the redhead probably wouldn't obey them in the best of circumstances, and he didn't seem to be in a good mood today anyway. He snapped out of his musings and focused entirely on his opponent as the countdown began.

"3…2…1…ENGAGE!"

Zero was, unlike the previous day, the first to spring into action. Drawing his Buster the minute the countdown finished he launched a half-charged shot at his opponent, intending to rush in and capitalise on the opening created when Iori blocked or dodged it. He didn't expect Iori to just lazily wave a hand in front of him and vaporise the bullet in mid-air with a wave of purple fire. Zero, temporarily at a loss at the sight, hopped backwards to try and put some more space between them, his mind already at work trying to find ways around this form of defence.

"_A human, emitting flames? Fascinating…but, now isn't the time to be amazed. I should think with a defence like that those flames aren't very useful in close-quarters.."_

He was jarred from his mental wanderings when another jet of purple flames erupted from Iori's fingertips and snaked along the floor towards him. Holstering his Buster and activating the Z-Knuckle, Zero sidestepped the incoming projectile and shot towards Iori, leaping into the air and twisting his body in one fluid motion to deliver a mid-air axe-kick to his opponent. Iori raised his arms to block it, and Zero was again surprised when Iori actually managed to hold his ground. Flipping back onto the ground from the point of impact, Zero dashed inwards again with a right hook. The blow missed, and he was forced to throw himself backwards as Iori's fingers raked through the air mere centimetres from his face. Iori had apparently anticipated the dodge, and as Zero recovered his bearings, Iori leapt forwards and slammed a hand into the back of Zero's head, forcing the blonde into the floor with a loud _crack_.

Pushing himself off the ground, Zero narrowly avoided Iori's boot as it slammed into the floor where his head had been moments ago. Having reached the conclusion that hand-to-hand combat was a mistake, he switched to the Triple Rod and decided to engage Iori in a little spear-play. While initially surprised at Iori's method of using his fingernails as claws, he found that the redhead was unable to get around the reach of the pole, and didn't have enough time to conjure the flames he used as both a weapon and shield.

Iori was growing frustrated. He couldn't land any noteworthy hits on the blonde pest, while he'd suffered several nasty cuts and a large bruise on his shoulder from that damn spear. Focusing his powers briefly, the ground around him erupted in flames, and as expected Zero hopped into the air to avoid. Unaware of the slasher-smile now decorating his face, Iori swept a hand upwards and watched with satisfaction as the flames convalesced, forming a pillar of fire that shot upwards and caught the red-armoured nuisance square in the chest, propelling him into the highest far corner of the room and pinning him there until there energy depleted and they vanished in a shower of sparks. Advancing a little more cautiously than before, Iori grinned. The fight would soon be over.

Zero was amazed at how well the human was holding up. Between desperate gasps for air, his thoughts turned to how he could end this fight without using up all of his energy. His chest-protector, though scorched, hadn't sustained any major damage from Iori's last attack, and the burns on his face were minor at best and would disappear with a night in the repair capsule. As he watched Iori slowly heading towards him, inspiration struck. Thankful that he'd managed to keep his grip on the Triple Rod, Zero split into the twin Recoil Rods and activated his Thunder Chip. Dropping from his position near the ceiling, he shot across the floor, heading towards his opponent. Iori hadn't expected Zero to come in so low, and so couldn't block the vicious boot to the chin that propelled him upwards. He slammed into the ceiling and let out an involuntary gasp as the impact jarred his spine. Zero meanwhile had kept going to the other end of the room and had jumped up the wall. Embedding one of the rods into the wall at an angle, he released the energy that had been building in it and fired himself at the ceiling just as Iori peeled off and fell. Twisting in midair, he landed feet-first on the ceiling and kicked off with all of his remaining strength, the unused Recoil Rod now white-hot and crackling with electricity. He hadn't expected to use any of his finishing moves before the tournament officially started, but it seemed that Iori wouldn't be put down by conventional methods. Rocketing towards Iori's still descending form, he extended the remaining Recoil Rod, jammed it into the base of Iori's spine and released. There was a sound like a thunderclap and Iori hit the ground so hard he actually managed to dent the reinforced metal. Zero landed shortly afterwards and sank to his knees from exhaustion. Steeling himself, he drew his Saber, dragged himself over to Iori's still convulsing body and levelled the tip at his throat. Iori glared at him with defiant eyes, but managed to choke out "You win."

Jill was sat watching the television when the elevator doors slid open. Iori hobbled past, looking like he'd been hit simultaneously by a truck and a bolt of lightning, and slammed his door shut without a word. Zero followed soon after. Jill stared dumbstruck at the burns that coated his body and managed to mouth "What happened?"

Zero gave her a tired smile.

"I'm glad he's on our side."

Before Jill could ask him to elaborate, he'd staggered into his room and shut the door. She blinked. Something told her she was better off not knowing.

* * *

**And that's it for this chapter. My apologies again for the fight scene. I'm still learning. I have to say it's hard to keep Zero in-character because he doesn't really have a character, so hopefully everyone's fine with my portrayal of him.**

**Bonus points to anyone who can name the games that the three new characters in this chapter are from.**

**Iori's first Downtime chapter is next.**

**Don't forget to leave a review, I can't improve without them!**


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